BarbriSFCourseDetails
  • videocam Live Online with Live Q&A
  • calendar_month June 6, 2025 @ 1:00 p.m. ET./10:00 a.m. PT
  • signal_cellular_alt Intermediate
  • card_travel Tax Preparer
  • schedule 110 minutes

Key Tax Provisions in LLC Operating Agreements: Interpreting Special Allocation, Safe Harbor, DRO, QIO Clauses

$197.00

This course is $0 with these passes:

CPE
ALL
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Description

Partnership allocations must have a substantial economic effect to be recognized under Treasury Regulations. To meet this standard and avoid potential IRS reallocations, capital accounts must be maintained under the Treasury method or meet specific safe harbors, including DROs, QIOs, and loss limitation provisions. These particular requirements have led to the inclusion of common boilerplate language in operating agreements.

Practitioners familiar with Section 704(b) requirements may struggle to identify these critical provisions in operating agreements. Sometimes the operating agreement has not been written to comply with these complex regulations or with the partners' expectations. Finding and understanding often complicated allocation and distribution provisions in partnership and LLC agreements is critical for flow-through tax practitioners.

Listen as our partnership expert walks you through common tax clauses in partnership agreements that tax advisers need to readily recognize to apply allocations properly and avoid unintended tax consequences.

Presented By

Jeffrey Clayman
Tax Senior Director
Alvarez & Marsal Holdings, LLC

Mr. Clayman has over 18 years of public accounting experience with a focus on for-profit businesses in many different industries. He has expertise in federal reporting and compliance for c-corporations, s-corporations, partnerships and limited liability companies. Mr. Clayman is highly experienced in analyzing all types of transactional documents, purchase and sale agreements, debt instruments, corporate documents and partnership agreements. 

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Credit Information

  • BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.

  • BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

Date + Time

  • event

    Friday, June 6, 2025

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

  1. Operating agreements: an overview
  2. Special allocations
  3. Substantial economic effect
  4. Safe harbor agreements
  5. Noncompliant operating agreements
  6. Best practices

Our panelist will cover these and other critical issues:

  • Identifying boilerplate language added for tax compliance to operating agreements
  • Differences between S corporation and partnership allocations
  • The types of safe harbor agreements
  • Meeting Treasury's substantial economic effect requirements
  • Handling language that does not match partners' expectations
  • When a qualified income offset is required

Learning Objectives

After completing this course, you will be able to:

  • Recognize key tax provisions in LLC operating agreements
  • Identify how to make special allocations
  • Verify debt restoration obligations
  • Ascertain that transactions meet safe harbor requirements
  • Discern the differences between S corporation and partnership allocations
  • Determine when qualified income offset is required
  • Field of Study: Taxes
  • Level of Knowledge: Intermediate
  • Advance Preparation: None
  • Teaching Method: Seminar/Lecture
  • Delivery Method: Group-Internet (via computer)
  • Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of attendance verification prompts displayed throughout the program
  • Prerequisite: Three years+ business or public firm experience preparing complex tax forms and schedules, supervising other preparers or accountants. Specific knowledge and understanding of pass-through taxation, including taxation of partnerships, S corporations and their respective partners and shareholders.

BARBRI is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of Accountancy have final authority on the acceptance of individual courses for CPE Credits. Complaints regarding registered sponsons may be submitted to NASBA through its website: www.nasbaregistry.org.

IRS Approved Provider

BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

BARBRI CE webinars-powered by Strafford-are backed by our 100% unconditional money-back guarantee: If you are not satisfied with any of our products, simply let us know and get a full refund. Contact us at 1-800-926-7926 .